Ro7jal Agricultural Society of England. 
The President, Vice-Presidents, and Trustees have hitherto been elected at 
the General Meetings in May by show of hands, and the twenty-five incoming 
Members of Council by Ballot of the Members then present (Bye-law 15). 
Members are elected and dismissed by the President and Council according 
to Bye-laws 1 and 9. 
No Bye-laws have ever yet been passed at any of the General Meetings. 
Nor have any Resolutions been passed at any of those Meetings in any way 
interfering with the past or present Bye-laws, or with the President and 
Council : Practically, the sole action of the Society, at the General Meetings, 
has been confined to the election of the President and Council, and receiving 
the Eeports of the Council, and the whole government of the Society has been 
left to the President and Council, on the assumption that it is delegated to 
them by Clause 9 of the Charter. 
And, on that assumption, all the existing Bye-laws and Resolutions have 
from the outset been accordingly passed by the President and Council alone. 
Members at the General Meetings are invited to make suggestions on the 
Eeports of the Council ; but anything like a Resolution, at the instance of a 
Member, in any way tending to direct or control the Council, is at once 
stopped by the President as being ultra vires. 
It would obviously be most inconvenient, in a body like the Society, to be 
without a governing head ; or if any set of Members out of the Council could 
control or interfere with the action of that head by any Resolution which a 
mere section might contrive to carry at any General Meeting. The attendance 
of ordinary Members at the London Meetings — and particularly at the May 
Meetings — is very small, and Resolutions might easily be carried in that way. 
At the same time, it might be beneficial to the Society were the election of 
the President and Council not confined, as now, to the few Members present 
at the May Meetings, but were extended to the Members at large by voting 
by proxy. Such an extension would be an enlargement, and not a restriction, 
of the present right or practice. 
Much discussion on this question, in connection with the relative status of 
the President and Council to the General Body has of late taken place in the 
Society, and hence the reason for the present Case. 
In dealing with the subject it seems necessary to consider. 
What powers are incident to the Corporate Body, as constituted by the 
Charter ? 
And what powers are specially conferred by it ? 
It is assumed that the Society would have the right to pass Resolutions and 
make Bye-laws, as incident to its incorporation, if such right be not displaced 
or negatived by the Charter itself. 
Does the Charter therefore do the latter ? 
It no doubt (Clause 9) vests the sole management of the Society's property, 
and management and superintendence of its affairs, consistently with the pro- 
visions of the Charter and Bye-laws, in the President and Council, and 
(Clause 7) directs that the President and Council shall be regulated in their 
proceedings by the Bye-laws which they themselves may enact conformably 
with the Charter. But does this confer on the President and Council the 
absolute and sole right to make Bye-laws affecting the Society at large, or its 
Members individually, and in derogation of any general right otherwise in- 
cident to the Coriiorate Body ? If so, the power of the Cori)orate Body in its 
Corporate entirety is then necessarily limited to the election of the President 
and Council as the governing and controlling head. And if not, then what 
other powers can the Society exercise? 
It is assumed that, except in so far as the Charter itself invests the Presi- 
dent and Council with special powers, the general incidental powers remain 
with the General Body ; and that if those special powers, as vested in the 
